Qidian International : PROPOSED RE-ELECTION OF DIRECTORS; PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Qidian International Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1280)

PROPOSED RE-ELECTION OF DIRECTORS;

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 9:30 a.m. on Monday, 31 May 2021 at Conference Room, 11th Floor, Block 1, Wangjing Chengying Centre, Laiguangying West Road, Chaoyang District, Beijing, the PRC is set out on pages 13 to 16 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.hyjd.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

28 April 2021

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

3. Proposed Granting of General Mandates to Repurchase Shares and to Issue Shares

		and the Extension of the Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Details of the Directors Proposed to be Re-elected at
		the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	- Explanatory Statement on the Share Repurchase Mandate . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

− i −

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"2020 Audited Accounts and	the audited accounts and reports of the Company for the year
Reports"	ended 31 December 2020;
"Annual General Meeting" or	the annual general meeting of the Company to be held at 9:30
"AGM"	a.m. on Monday, 31 May 2021 at Conference Room, 11th
	Floor, Block 1, Wangjing Chengying Centre, Laiguangying
	West Road, Chaoyang District, Beijing, the PRC, to consider
	and, if appropriate, to approve the resolutions contained in
	the Notice of the Annual General Meeting which is set out on
	pages 13 to 16 of this circular, or any adjournment thereof;
"Audit Committee"	the audit committee of the Company;
"Articles of Association" or	the articles of association of the Company as amended from
"Articles"	time to time;
"Board"	the board of Directors;
"China" or "PRC"	the People's Republic of China excluding, for the purpose of
	this circular, Hong Kong, the Macau Special Administrative
	Region and Taiwan;
"Company"	Qidian International Co., Ltd., a company incorporated in the
	Cayman Islands with limited liability, the Shares of which are
	listed on the Main Board of the Stock Exchange (Stock Code:
	1280);
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Latest Practicable Date"	21 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Nomination Committee"	the nomination committee of the Company;

− 1 −

	DEFINITIONS
"Notice of the Annual General	the notice convening the Annual General Meeting;
Meeting"
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
"Share(s)"	ordinary share(s) of US$0.02 each in the capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company;
"Share Issue Mandate"	the general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not exceeding
	20% of the total number of issued shares of the Company as
	at the date of passing of the proposed ordinary resolution
	contained in item 6 of the Notice of the Annual General
	Meeting as set out on pages 13 to 16 of this circular;
"Share Repurchase Mandate"	the general mandate proposed to be granted to the Directors
	to repurchase Shares on the Stock Exchange of not exceeding
	10% of the total number of issued shares of the Company as
	at the date of passing of the proposed ordinary resolution
	contained in item 5 of the Notice of the Annual General
	Meeting as set out on pages 13 to 16 of this circular;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial Shareholder"	has the meaning ascribed thereto under the Listing Rules;
"Takeovers Code"	the Code on Takeovers and Mergers approved by the
	Securities and Futures Commission as amended from time to
	time;
"US$"	United States dollars, the lawful currency of the United
	States;
"%"	Percent.

The English name of the PRC entities mentioned in this circular marked "*" are translations from their Chinese names and are for identification purposes only. If there is any consistency, the Chinese name shall prevail.

− 2 −

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1280)

Executive Directors:	Registered Office:
Mr. Yuan Li (Chairman)	Floor 4, Willow House
Mr. Xu Xinying (Vice-Chairman)	Cricket Square, P.O. Box 2804
Ms. Liu Simei (Chief Executive Officer)	Grand Cayman KY1-1112
Mr. Sun Lejiu	Cayman Islands
Non-executive Director:	Principal Place of Business in the PRC:
Ms. Xu Honghong	6/F, Tower 2, Guotai Building
	No. 440 Wenchang Xi Road
Independent Non-executive Directors:	Yangzhou City
Mr. Zhao Jinyong	Jiangzhou province
Mr. Chen Rui	PRC
Mr. Fung Tak Choi
	Principal Place of Business in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East, Hong Kong
	28 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS;

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the re-election of Directors; and (ii) the granting to the Directors of the Share Repurchase Mandate and the Share Issue Mandate to repurchase Shares and to issue Shares respectively and the extention of the Share Issue Mandate.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 16.18 of the Articles of Association, Mr. Xu Xinying, Ms Liu Simei and Mr. Fung Tak Choi shall retire at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Fung Tak Choi, independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Company considers Mr. Fung Tak Choi is still independent in accordance with the independence guidelines as set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy, the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Director who are due to retire at the Annual General Meeting.

Details of the retiring Directors are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND THE EXTENSION OF THE SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 29 June 2020, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

1. the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the Notice of the Annual General Meeting as set out on pages 13 to 16 of this circular;
2. the granting of the Share Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the Notice of the Annual General Meeting as set out on pages 13 to 16 of this circular; and
3. the extension of the Share Issue Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

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LETTER FROM THE BOARD

With reference to the Share Repurchase Mandate and the Share Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The Notice of the Annual General Meeting is set out on pages 13 to 16 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Rules 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.hyjd.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

The register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.

− 5 −

LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the proposed re-election of Directors and the proposed granting of the Share Repurchase Mandate and Share Issue Mandate and the extention of the Share Issue Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Your attention is also drawn to the additional information set out Appendix I and Appendix II to this circular.

Yours faithfully,

For and on behalf of the Board

Qidian International Co., Ltd.

Yuan Li

Chairman

− 6 −

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

1. Mr. Xu Xinying, aged 40, was appointed as the non-executive Director of the Company on 26 August 2017, and was re-designated as an executive Director of the Company on 29 December 2017, and was further appointed as vice-chairman of the Company on 27 November 2019. Mr. Xu has many years of experience in logistics, retail and management, and has published two bestselling economics books in 2016 and 2017. He has been the director of Chongqing Saint Information Technology Co., Ltd.* (重慶聖商信息科技有限公 司), Beijing Qi Dian New Technology Group Co., Ltd.* (北京奇點新料技集團有限公司) and Beijing Shengshang Education Technology Co., Ltd. (北京聖商教育科技股份有限公 司) (a company listed on the National Equities Exchange and Quotations, stock code: 430277) since September 2014, November 2015 and September 2016, respectively. He graduated from Jilin University with the business administration undergraduate degree. He is qualified to engage in fund business in China.

Mr. Xu has entered into a service contract with the Company on 29 December 2020, pursuant to which Mr. Xu was appointed as an executive Director, for a term of three years and the appointment can be terminated by either party by giving not less than three months' prior notice in writing to the other. As a Director of the Company, Mr. Xu is subject to retirement by rotation and his office can be vacated in accordance with the Articles of Association. Mr. Xu, in his capacity as an executive Director of the Company, does not receive any director's fee or remuneration.

As at the Latest Practicable Date, save as disclosed above, Mr. Xu confirmed that:

1. he does not hold any position with the Company or other members of the Group;
2. he does not have any interest in the Company or its associated corporation(s) within the meaning of Part XV of the SFO;
3. he does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders; and
4. he has not held any directorship in any listed public companies in the last three years.

Save as disclosed above, there is no other matter concerning Mr. Xu required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders of the Company pursuant to Rule 13.51(2) of the Listing Rules.

− 7 −

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. Ms. Liu Simei, aged 50, was an executive Director from 29 December 2017 to 27 April 2018 and re-appointed as an executive Director on 3 May 2018. She had served as the chief financial officer of the Company from 15 November 2018 to 8 March 2020 and was further appointed as chief executive officer of the Company with effect from 9 March 2020. Ms. Liu has more than 28 years of experience in financial and accounting matters. Prior to joining the Company in July 2017, Ms. Liu held senior position in the finance management department in Jiangsu Baosheng Group Company* (江蘇寶勝集團公司) (a company listed on the Shanghai Stock Exchange, stock code: 600973) from 1989 to 2001. From 2001 to June 2017, she worked as an auditor in Jiangsu Dahua Certified Public Accountants Co., Ltd.* (江蘇大華會計師事務所有限公司) and her last position was senior auditor. Ms. Liu obtained her first MBA degree from Tsinghua University in the PRC and her second MBA degree from Oxford University in the United Kingdom. She is currently a member of The Chinese Institute of Certified Public Accountants.
   Ms. Liu has entered into a service contract with the Company on 3 May 2018 pursuant to which Ms. Liu was re-appointed as an executive Director for a term of three years and the appointment can be terminated by either party by giving not less than three months' prior notice in writing to the other. As a Director of the Company, Ms. Liu is subject to retirement by rotation and her office can be vacated in accordance with the Articles of Association. Ms. Liu is entitled to receive an annual director's fee of RMB300,000, which is determined with reference to her experience, qualifications, duties and responsibilities involved in the Company, the performance of the Company and the prevailing market conditions.
   As at the Latest Practicable Date, save as disclosed above, Ms. Liu confirmed that:
2. 1. she does not hold any position with the Company or other members of the Group;
   2. she does not have any interest in the Company or its associated corporation(s) within the meaning of Part XV of the SFO;
   3. she does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders; and
   4. she has not held any directorship in any listed public companies in the last three years.

Save as disclosed above, there is no other information relating to Ms. Liu required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2) of the Listing Rules.

− 8 −

APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. Mr. Fung Tak Choi, aged 62, was appointed as an independent non-executive Director, member of Audit Committee and Nomination Committee on 19 February, 2019. Mr. Fung has significant experience in fraud risk management. From June to November 1999, Mr. Fung served as general manager of a multinational commercial security company in Hong Kong. From July 2000 to June 2003, Mr. Fung worked as the head of Security in a telecom company. Commencing form October 2004, Mr. Fung took the managing role of Hang Seng Bank for seven years. Since August 2013, Mr. Fung has been a practicing as solicitor in Kwok, Ng & Chan Solicitors & Notaries.
   Mr. Fung obtained a bachelor's degree in social science from the Chinese University of Hong Kong in 1983 and a master's degree in business administration from Oklahoma City University in the USA, in 1992. He obtained a bachelor's degree in law from the Manchester Metropolitan University, the UK, in 2009, postgraduate certificate in laws from the City University of Hong Kong in 2001 and a master's Degree of Law (Equity and Trust Law) from the University of London in 2012. He was qualified as an Information Systems Auditor in November 2001 and was admitted as a solicitor to the High Court of Hong Kong in August 2013.
   Mr. Fung has entered into a letter of appointment with the Company for a term of three years commencing on 19 February 2019 and is subject to retirement by rotation in accordance with the Articles of Association. Under the letter of appointment, either party may terminate the agreement by giving not less than three months' prior written notice to the other. The annual director's fee for Mr. Fung is HK$100,000 which is determined by the Board with reference to his experience, qualifications, duties and responsibilities involved in the Company, the performance of the Company and the prevailing market conditions.
   As at Latest Practicable Date, save as disclosed above, Mr. Fung confirmed that:
2. 1. he does not hold any position with the Company or other member of the Group;
   2. he does not have any interest in the Company or its associated corporation(s) within the meaning of Part XV of the SFO;
   3. he does not have any relationship with other Directors, senior management, substantial Shareholders or controlling Shareholders; and
   4. he has not held any directorship in any listed public companies in the last three years.

Save as disclosed above, there is no other information relating to Mr. Fung required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders of the Company pursuant to Rule 13.51(2) of the Listing Rules.

− 9 −

APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 182,733,120 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the Notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged from the Latest Practicable Date to the date of the Annual General Meeting, the Directors would be authorised under the Share Repurchase Mandate to repurchase, a total of 18,273,312 Shares (based on the issued share capital of the Company as at the Latest Practicable Date, subject to further change if any), representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting up to the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

− 10 −

APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange for the period from 1 April 2020 up to the Latest Practicable Date:

	Price Per Share
	(After Share Consolidation)
Month	Highest	Lowest
	HK$	HK$
April 2020	1.760	1.260
May 2020	2.300	1.140
June 2020	1.710	1.210
July 2020	2.000	1.310
August 2020	1.710	1.420
September 2020	1.660	1.180
October 2020	1.660	1.290
November 2020	1.520	1.180
December 2020	1.350	1.180
January 2021	1.400	0.960
February 2021	1.500	1.130
March 2021	1.800	1.000
April 2021 (up to the Latest Practicable Day)	1.200	0.970

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

− 11 −

APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Noble Trade International Holdings Limited* (聖行國際集團有限公司) beneficially held 28,455,000 Shares representing 15.57% of the issued share capital of the Company. Noble Trade International Holdings Limited* (聖行國際集團有限公司) is 100% wholly-owned by Mogen Ltd. ("Mogen"). Mogen is 100% wholly-owned by Chongqing Saint Information Technology Co., Ltd.* (重慶聖商信息科技有限公司) which is owned by Mr. Yuan Li, an executive Director as to 40.44%.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Share Repurchase Mandate, then, (if the present shareholdings otherwise remain the same) the interests of Noble Trade International Holdings Limited* (聖行國際集團有限公

司) in the Company would be increased to approximately 17.30% of the issued share capital of the Company. Such increase would not give rise to an obligation of Noble Trade International Holdings Limited* (聖行國際集團有限公司) to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors do not propose or intend to repurchase Shares which could result in the amount of Shares held by the public being reduced to less than 25%.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Share Repurchase Mandate.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

− 12 −

NOTICE OF THE ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1280)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Qidian International Co., Ltd. (the "Company") will be held at 9:30 a.m. on Monday, 31 May 2021 at Conference Room, 11th Floor, Block 1, Wangjing Chengying Centre, Laiguangying West Road, Chaoyang District, Beijing, the PRC for the following purposes:

1. To receive and consider the audited financial statements and the reports of the Company for the year ended 31 December 2020.
2. To re-elect directors of the Company:
3. 1. To re-elect Mr. Xu Xinying as an executive director of the Company;
   2. To re-elect Ms. Liu Simei as an executive director of the Company; and
   3. To re-elect Mr. Fung Tak Choi as an independent non-executive director of the Company.
4. To authorise the board of directors of the Company to fix the remuneration of directors of the Company.
5. To re-appoint Elite Partners CPA Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) of this resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
2. the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

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NOTICE OF THE ANNUAL GENERAL MEETING

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

By Order of the Board

Qidian International Co., Ltd.

Yuan Li

Chairman

Yangzhou, the PRC, 28 April 2021

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the Annual General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Articles of Association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company ("Shareholder") entitled to attend and vote at the above meeting is entitled to appoint more than one proxy (who must be an individual) to attend and vote instead of him. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.

As at the date of this notice, the Board of Director of the Company comprises four executive Directors, namely Mr. Yuan Li, Mr. Xu Xinying, Ms. Liu Simei and Mr. Sun Lejiu, one non-executive Director, namely Ms. Xu Honghong, and three independent non-executive Directors, namely Mr. Zhao Jinyong, Mr. Chen Rui and Mr. Fung Tak Choi.

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